UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

JPMORGAN CHASE & CO.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   13-2624428
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

JPMorgan Chase & Co.

383 Madison Avenue

New York, New York

  10179
(Address of principal executive offices)   (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

 

Name of each exchange on which

each class is to be registered

Depositary Shares, each representing a 1/400th

interest in a share of 4.75% Non-Cumulative

Preferred Stock, Series GG

  New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement or Regulation A file number to which this form relates:

333-230098

Securities to be registered pursuant to Section 12(g) of the Act:

None

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are the 36,000,000 depositary shares (the “Depositary Shares”), each representing a 1/400th interest in a share of JPMorgan Chase & Co.’s 4.75% Non-Cumulative Preferred Stock, Series GG, $1 par value and with a liquidation preference of $10,000 per share (equivalent to $25 per depositary share) (the “Preferred Stock”). The terms of the Preferred Stock and the Depositary Shares are described in the prospectus, dated April 11, 2019, under the captions “Description of the Preferred Stock” and “Description of the Depositary Shares,” as supplemented by the prospectus supplement, dated October 31, 2019 (together, the “Prospectus”). Such information, as it may hereafter be amended or supplemented and filed as part of an amendment to the Registration Statement on Form S-3 (File No. 333-230098) of which the Prospectus forms a part or otherwise pursuant to Rule 424(b) under the Securities Act of 1933, as amended, is hereby incorporated by reference.

Item 2. Exhibits.

 

3.1    Restated Certificate of Incorporation of JPMorgan Chase & Co., effective April 5, 2006 (incorporated by reference to Exhibit  3.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805), filed on April 7, 2006).
3.2    Amendment to the Restated Certificate of Incorporation of JPMorgan Chase  & Co., effective June 7, 2013 (incorporated by reference to Appendix F to the Proxy Statement on Schedule 14A of JPMorgan Chase & Co. (File No. 1-5805), filed on April 10,  2013).
3.3    Certificate of Designations, Powers, Preferences and Rights of JPMorgan Chase  & Co., establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805), filed on November 7, 2019).
3.4    By-Laws of JPMorgan Chase & Co., as amended, effective January  30, 2018 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed on January  30, 2018).
4.1    Form of certificate representing the Preferred Stock (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805), filed on November 7, 2019).
4.2    Deposit Agreement, dated November 7, 2019, among JPMorgan Chase  & Co., Computershare Inc., as depositary, and the holders from time to time of Depositary Receipts (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of JPMorgan Chase  & Co. (File No. 1-5805), filed on November 7, 2019).
4.3    Form of Depositary Receipt (included as part of Exhibit 4.2).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: November 7, 2019

 

JPMORGAN CHASE & CO.
By:   /s/ Jordan A. Costa
Name:   Jordan A. Costa
Title:   Managing Director
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